ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
Agreement"), dated as of July 30, 2001, is made by and between JLL Pasta, LLC, a
Delaware limited liability company ("Assignor") and New World Pasta Company, a
Delaware corporation ("Assignee").
WHEREAS, Assignor is a party to a Stock and Asset Purchase
Agreement, dated as of July 6, 2001 (the "Purchase Agreement"), by and among,
Assignor, Xxxxxx Foods Corporation, a Delaware corporation ("BFC"), BFC
Investments, L.P., a Delaware limited partnership ("BFC Investments"), BF Foods
International Corporation, a Delaware corporation ("BFIC"), Xxxxxx Foods
International Corporation, a Delaware corporation, and Xxxxxx, Inc., a New
Jersey corporation, pursuant to which JLL Pasta has agreed to, among other
things, acquire: (i) all of the issued and outstanding shares of capital stock
of Pasta Acquisition Corp., a Delaware corporation, the Prince Company, Inc., a
Massachusetts corporation, Xxxxxx Foods World Trade Corporation, an Ohio
corporation, Xxxxxx Foods Canada Corporation, a Canadian corporation, and
Albadoro S.p.A., an Italian corporation ; and (ii) certain assets and
liabilities of BFC Investments and BFIC; and
WHEREAS, pursuant to Section 13.11 of the Purchase Agreement,
Assignor is permitted to assign its rights, interests and obligations under the
Purchase Agreement to Assignee; and
WHEREAS, Assignor desires to assign to Assignee, and Assignee
desires to assume all of Assignor's rights, interests and obligations under the
Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements set forth herein and in Purchase Agreement, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. Assignment. Assignor does hereby sell, convey, assign,
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transfer and deliver to Assignee effective as of the date of this Assignment
Agreement all of Assignor's rights, interests and obligations under the Purchase
Agreement.
2. Acceptance and Assumption. Assignee does hereby
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irrevocably accept such sale, transfer, conveyance, assignment and delivery of
all of Assignor's
rights, interests and obligations under the Purchase Agreement and agrees to
assume, perform, fulfill and discharge, when due, all of Assignor's covenants,
agreements and obligations (including, without limitation, Assignor's
indemnification obligations) under the Purchase Agreement.
3. Miscellaneous.
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(a) Third-Party Beneficiaries. Except as otherwise expressly
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provided herein, this Assignment Agreement is not intended, and shall not be
deemed, to confer upon or give any person except the parties hereto and their
respective successors and permitted assigns, any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason of this
Assignment Agreement.
(b) Governing Law. This Assignment Agreement shall be governed by
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the laws of the State of New York, without regard to the principles of conflicts
of law thereof.
(c) Counterparts; Execution. This Assignment Agreement may be
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executed simultaneously in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument. All signatures of the parties to this Assignment Agreement may
be transmitted by facsimile, and such facsimile will, for all purposes, be
deemed to be the original signature of such party whose signature it reproduces
and will be binding upon such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this
Assignment Agreement to be duly executed as of the day and year first set forth
above.
ASSIGNOR:
JLL PASTA, LLC
By: /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: CHIEF FINANCIAL OFFICER
ASSIGNEE:
NEW WORLD PASTA COMPANY
By: /s/ Xxxxx Xxxxxxx
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Name: XXXXX XXXXXXX
Title: CHIEF FINANCIAL OFFICER
& TREASURER
